As filed with the Securities and Exchange Commission on August 8, 2000
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TROY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
16-1559508
(IRS employer identification number)
32 Second Street
Troy, New York 12180
(518) 270-3313
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------
The Troy Savings Bank 401(k) Savings Plan in RSI Retirement Trust
(Full title of the Plan)
------------------------
Edward M. Maziejka, Jr.
Chief Financial Officer
Troy Financial Corporation
32 Second Street Troy, New York 12180
(518) 270-3313
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
------------------------
<TABLE>
<CAPTION>
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
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<S> <C> <C> <C> <C>
Common Stock, $.0001 27,600 shares (1) $10.188 (2) $281,188.80 (2) $74.23 (2)
par value
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Interests in The Troy N/A (3) N/A N/A N/A (3)
Savings Bank 401(k)
Savings Plan in RSI
Retirement Trust (3)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated maximum aggregate number of shares of Troy Financial Corporation
("Troy") common stock purchasable with employee contributions under The Troy
Savings Bank 401(k) Savings Plan in RSI Retirement Trust (the "Plan") during the
next 36 months.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee at $10.188 per share, which was the average of
the closing bid and ask prices of Troy common stock on August 1, 2000.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein. In accordance
with Rule 457(h)(2) no separate fee calculation is made for plan interests.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute the prospectus as required by Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Troy hereby incorporates by reference into this registration
statement the following documents filed by it with the SEC:
(a) Troy's annual report on Form 10-K for the fiscal year
ended September 30, 1999 (File No. 000-25439) filed with
the SEC on December 30, 1999.
(b) Troy's quarterly reports on Form 10-Q for the quarters
ended December 31, 1999 and March 31, 2000, and current
report on Form 8-K filed on February 29, 2000.
(c) The description of Troy common stock, par value $.0001
per share, contained in Troy's registration statement on
Form 8-A (File No. 000-25439) filed with the SEC on
February 24, 1999.
In addition, all documents and reports filed by Troy
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents or reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Troy is a Delaware corporation subject to the applicable
indemnification provisions of the DGCL. Section 145 of the DGCL provides for the
indemnification, under certain circumstances, of persons who are or were
directors, officers, employees or agents of a corporation, or are or were
serving at the request of a corporation in such a capacity with another business
organization or entity, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in actions, suits or proceedings, whether
civil, criminal, administrative, or investigative, brought or threatened against
or involving such persons because of such person's service in any such capacity.
In the case of actions brought by or in the right of a corporation, Section 145
provides for indemnification of expenses (including attorneys' fees) if the
person seeking indemnification acted in good faith and in a manner that such
person reasonably believed to be in or not opposed to the best interests of the
corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall been adjudged liable
to the corporation unless, upon a determination by the Court of Chancery or the
court in which such action or suit was brought, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
reasonably and fairly entitled to indemnity for such expenses.
Section 12 of Troy's Certificate of Incorporation provides
that, to the extent permitted by law, Troy shall fully indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director or
officer of Troy, or is or was serving at the request of Troy as a director or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. Moreover, to
the extent permitted by law, Troy will fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was an employee or
agent of Troy, or is or was serving at the request of Troy as an employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. Troy will
also advance expenses upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that such director or officer is not entitled to indemnification. Section 8 of
Troy's Bylaws provides for similar indemnification of such persons.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
2
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
No. Exhibit
--- -------
4.1 Specimen common stock certificate of Troy Financial Corporation
(incorporated by reference to Exhibit 4.3 of Troy's registration
statement on Form S-1 (File No. 333-68813) filed with the SEC on
December 11, 1998, as amended).
5.1 Legal Opinion of Hogan & Hartson L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.1)
99.1 Section 145 of the Delaware General Corporation Law.
Troy will submit or has submitted the Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
SEC by the
3
<PAGE>
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liability arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant or expenses incurred or
paid by a director, officer or controlling person in successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Troy, state of New York on July 27, 2000.
TROY FINANCIAL CORPORATION
By: /s/ Daniel J. Hogarty
---------------------
Daniel J. Hogarty, Jr.
President, Chief Executive Officer and
Chairman
Each person whose signature appears below appoints Daniel J. Hogarty,
Jr. or Kevin M. O'Bryan, jointly and severally, each in his own capacity, as
true and lawful attorneys-in-fact, with full power of substitution in such
person's name, place and stead, in any and all capacities to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 27th day of July, 2000.
SIGNATURE TITLE
--------- -----
/s/ Daniel J. Hogarty President, Chief Executive Officer and
------------------------------------ Chairman (Principal Executive
Daniel J. Hogarty Officer)
/s/ Edward M. Maziejka Chief Financial Officer (Principal
------------------------------------- Financial Officer)
Edward M. Maziejka
/s/ George H. Arakelian Director
-------------------------------------
George H. Arakelian
/s/ Richard B. Devane
------------------------------------- Director
Richard B. Devane
/s/ Michael E. Fleming
------------------------------------- Director
Michael E. Fleming
5
<PAGE>
/s/ Willie A. Hammett
------------------------------------- Director
Willie A. Hammett
/s/ Thomas B. Healy
------------------------------------- Director
Thomas B. Healy
/s/ Keith D. Millsop
------------------------------------- Director
Keith D. Millsop
/s/ Edward G. O'Haire
------------------------------------- Director
Edward G. O'Haire
/s/ Marvin L. Wulf
------------------------------------- Director
Marvin L. Wulf
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Troy, state
of New York, on July 27th, 2000.
THE TROY SAVINGS BANK 401(k)
SAVINGS PLAN IN RSI RETIREMENT TRUST
By: /s/ Evelyn A. Morris
--------------------
Evelyn A. Morris
Plan Administrator
6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
--- -------
4.1 Specimen common stock certificate of Troy Financial Corporation
(incorporated by reference to Exhibit 4.3 of Troy's registration
statement on Form S-1 (File No. 333-68813) filed with the SEC on
December 11, 1998, as amended).
5.1 Legal Opinion of Hogan & Hartson L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.1)
99.1 Section 145 of the Delaware General Corporation Law.
